HomeMy WebLinkAbout2003 Buy Out Agreement Page 1 of 3
BUY-OUT & RELOCATION AGREEMENT
THIS AGREEMENT, made and entered into this-"/~'day of-gebrrr,~, 2003, by and
between the CITY OF SEBASTIAN, a municipal corporation existing under the laws of
the State of Florida, (hereinafter referred to as the "City"), and J & S Aviation, Inc., a
Florida corporation, (hereinafter referred to as the "Tenant"), provides as follows:
WITNESSETIt:
WHEREAS, City' is the owner of certain property located in the County of Indian
River County, Florida; and
WHEREAS, the certain property is being used for the operation of the Sebastian
Municipal Airport (hereinafter referred to as the "Airport"); and
WHEREAS, the parties entered into a certain AIRPORT LEASE dated February
22, 1999 (hereina~er called the "Lease"); and
WHEREAS, the Runway 9/27 Reactivation Project requires the removal of
improvements from the subject leasehold; and
WHEREAS, the parties have reached an amicable agreement that accomplishes the
dual purpose of enabling the Project to move forward and preserves the viability of
Tenant's business enterprise;
NOW, TItEREFORE, in consideration of the payments and mutual promises
between the parties as hereinafter provided, the receipt and sufficiency of which are hereby
acknowledged, the parties have agreed as follows:
1. Tenant shall vacate and cease to occupy the leasehold premises no later
than Januat'y 1, 2004. As of said date, all items of personal property not removed by
Tenant shall be deemed abandoned and shall become the property of Landlord.
2. No later than April 15, 2003, City shall survey a parcel of 2 acres, more or
less, in accordance with the schematic presented in Exhibit "A" (hereinafter called the
"Relocation Site"), and the within ten (10) days of delivery of the same, the parties shall
execute a lease amendment in the form attached hereto as Exhibit "B". Notwithstanding
BUY-OUT & RELOCATION AGREEMENT
Page 2 of 3
said lease amendment, all ten-ns of the original lease ~ha]! apply to the occupancy of the
original leasehold premises until the same is acBmlly vacated or a certificate of occupancy
is issued for the relocated facility, whichever occurs first.
3. Landlord shall perform the following relocation activities at no cost to
Tenant:
a) Prepare, and process for approval, a basic site plan for the Relocated Site to
accommodate a facility of the same general size as Tenant's existing facility;
b) Provide such additional asphalt surfacing for aircraft/vehicle parking and ill/dirt to
the Relocation Site as required to §~lfill the basic site plan approved pursnant to
subsection a) above;
c) Establish utility easements and a paved access to the Relocation Site;
d) Issue a building permit for the new facility;
e) Accommodate stormwater discharge for the Relocated Site into the City system
off-site; and
f) Transfer ownership of fuel tank and related equipment to Tenant and require no
payments or rent for the fuel tank for the duration of the lease.
4. Landiord shall cooperate with Tenant in processing impact fee credits with
the County, as well as permitting issues with all regulatory agencies.
5. Landlord shall complete the activities set forth in paragraph 3 and have the
Relocated Site available for occupancy by closing Runway 13-31, displacing the threshold,
obtaining a waiver fi.om the FAA, and/or any combination of the above, in accordance
with a schedule that will reasonably allow completion of the relocated facility at least
thirty days prior to the date of vacancy established in paragraph 1.
6. Through the end of the occupancy period as set forth above, all remaining
terms of the Lease shall continue in effect, and Tenant shall make all rental payments
required under said lease. Payment of rent shall be abated during the period between the
date of vacancy set forth in paragraph 1, and the date a Certificate of Occupancy is issued
for relocated facilities at the Relocation Site.
BUY-OUT & RELOCATION AGREEMENT
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7. The fights granted to Tenant hereunder are conditioned upon Tenant's
continued compliance with the requirements of the terms of its Lease. Default and breach
of said lease shall constitute a waiver and immediate forfeiture of these fights by Tenant.
8. After the execution of BUY-OUT & RELOCATION AGRF. FMENT and
FIRST AMENDMENT TO AIRPORT LEASE, Landlord shall pay Tenant the amount of
eighty-five thousand dollars ($85,000) that, along with performance of the obligations set
forth herein, shal! constitute full and complete compensation to Tenant for all cl,aim~
related to the Runway Reactivation Project.
9. The terms of thia agreement are deemed to satisfy the provisions of
paragraph 4 of the original Lease, and shall survive execution of any lease amendment or
conveyance document absent express written modification or abrogation~
10. At anytime prior to the date of vacancy set forth in paragraph 1, Tenant
may choose to terminate the leasehold and not to build the relocated facility, in which case
Tenant shall keep the aforementioned eighty-five thousand dollars ($85,000) as full and
complete compensation to Tenant for all claims related to the Runway Reactivation
Project.
IN WITNESS WItEREOF, the parties hereto have set their hands and seals the
day and year first above written.
ATTEST:
Sally A. ICafo, CMC
City Clerk
Approved as to Form and Legality for
Reliance by the City of Sebastian only:
C/~ OF S,.yFfl3ASTIAN
//
T~enc~-R~/'l~o6re, City Manuger
J & S AVIATION, INC.
Its: Sec
[Corporate' Seal]
J
EXHIBIT "A"
EAST-WEST TA.TCr~AY
NOI~TH
·
EAST
EXl~RIT "B"
Page 1 of 3
FIRST AMENDMENT TO AIRPORT LEASE
TI-IlS AGREEMENT emoted 'this __ day of ,2003, amends that
certain AIRPORT LEASE exSsting between the CITY OF SEBASTIAN, a Florida
municipal corporation (hereinafter called "Landlord") and J & S AVIATION, Inc.,
(hereinafter called "Tenant") dated February 22, 1999, and provides
THAT IN AND FOR CONSIDERATION of fiflfillmem of the existing and
previously bargained contractual obligations between the parties, the following is agreed:
1. That the legal description of the leased premises is amended to exclude the
following parcel of land:
{See attached Schedule "A "}
consisting of acres more or less.
2. That the payment of rent nhall be abated until issuance of a certificate of
occupancy for improvements to the newly designated leased pr*mir, es. Thereafter, the
initial rental amount shall be five cents ($.05) per square foot.
3. That the initial term of the lease shall be expanded to nm for thirty years
through April 23, 2029.
4. During the twenty-fifth year of the Term the Landlord ~hall obtain an
appraisal of the Premises including all Improvements constructed therenpoa, unless this
requi~ment and the Option to Extend is waived in writing by TenanL
A. Tenant Options. Within ninety (90) days after delivery to Tenant of the appraisal,
Tenant may exercise one of the following four options:
i. Accept the rent valuation therein and offer in writing to enter a non-assi~tmable,
nonrenewable lease extension agreement for up to ten (10) additional years in
accordance with the provisions herein except applying a new base Annual Rent
amount equal to eight percent (8%) of the value established in said appraisal.
EXHIBIT "B'
Page 2 of 3
This Extension Agreement shall be substantially in the form attached hereto as
Exkdbit "I".
ii. Give notice o£ its intent to commission a second appraisal by a certified real
estate appraiser to be completed within forty-five (45) days.
If said appraisal results in a valuation of the Preml.qes and Improvements
within ten percent (10%) of the initial appralsai, the figures shall be
averaged.
b. If a disparity of greater than ten percent (10%) results, the respective
appraisers shall confer and attempt to negotiate a compromise valuation.
c. If no compromise results, said appraisers shall jointly submit the name of a
qualified appraiser to the parties who shall then jointly commission an
appraisal therefmn~ Said appraisal value will be used to establish the rental
mount if it f~ll.q beCeveen the values of the first two appraisals. If the value
thereof falls outside the range oftbe first two appraisals, the relevant value
shall be derived f~om averaging the three appraisals.
Within thirty days of establishment of a rental value as set forth above, Tenam
may exercise either option contained in subparagraphs "a" or "c" hereof.
iii. Give notice of its intent to allow the lease to expire at the end of the
thirty-year term.
iv. Landlord and Tenant may agree on an alternate rental rate for the
additional term
B. ~tions. If Landlord does not accept an offer to enter into a renewed
lease, the lease slmll expire at the end of the thirty-year term, but the rent for the final
five years of the lease shall be waived as additional consideration to Tenant for
relinquk~ing ownership of all site improvements thereaf[er.
C. Automatic Increases during Extension. During the term of any extension pursuant to
this Article, on each anniversary of the Commencement Date, this Almnal Rent shall
EXHIBIT "B'
Page 3 of 3
be subject to increases in accordance with the Price Index provisions of the original
Lease.
5. That this amendment shall take effect February __., 2003, or such earlier
date as subsequently agreed to between the parties in writing.
6. All other terms and conditions of the Lease Agreement shall remain in full
force and effect.
IN WITNESS Wltl~REOF, the parties hereto have set their hands and seals the
day and year first above written.
ATTEST:
CITY OF SEBASTIAN
Sally A. Maio, CMC
City Clerk
Approved as to Form and Legality for
Reliance by the City of Sebastian only:
By:
Terrenee R. Moore, City Manager
J & S AVIATION, INC.
Rich Stringer, City Attorney
By:
Its:
[Corporate Seal]
LEASE EXTENSION AGREEMENT
Exhibit "I'
Page I of 2
THIS LEASE EXTENSION AGREEMENT, made and entered into this __
day of , 2024, by and between the CITY OF SEBASTIAN, a municipal
corporation existing under the laws of the State of Florida, (herelnsffer referred to as the
"Landlord"), and J & S AVIATION, INC. (hereina~er referred to as the "Tenant")
provides that
IN AND FOR CONSIDERATION of compliance with the terms of that certain
FIRST AMENDMENT TO AIRPORT LEASE between the parties dated ,
2003, and the mutual covenants hereinatter provided, the receipt and sufficiency of which
are hereby acknowledged, the parties have agreed as follows:
1. The Leasehold of the afore-mentioned Lease Agreement is hereby extended
for an additional ten years ~om the date of the expiration of its Initial Terr~
2. The Annual Rent for the first year of said extension shall be $**,***. Each
year on the anniversary of the Commencement Date, this Annual Rent shall be increased in
accordance with the Price Index adjustment provisions set forth in the original Lease.
3. The Leasehold shall terminate at the end of this extended term and Tenant
shall surrender possession of the Premises.
4. All other terms and provisions of the Lease Agreement, as modified by the
First Amendment thereto, shall remain in full force and effect unless application of the
same shall lead to a ludicrous result.
AGREED to on the date first set forth above.
ATTEST:
CITY OF SEBASTIAN
A Municipal Corporation
By:
City Clerk City Manager
Approved as to Form and Legality for
Reliance by the City of Sebastian only:
'City Attomey
J & S AVIATION, INC..
By:
Its:
Corporate Seal:
Exhibit "I'
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